Demand Studios Terms of Use

Effective Date: February 19, 2009

THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME ("Terms"), ARE A BINDING CONTRACT BETWEEN DEMAND MEDIA, INC. ("Demand Studios" or "we") AND YOU ("you"). YOU MUST AGREE TO THESE TERMS, INCLUDING THE PRIVACY POLICY, BEFORE USING THE DEMANDSTUDIOS.COM WEBSITE (the "Site") OR ANY SOFTWARE, APPLICATIONS, FEATURES OR FUNCTIONALITY AVAILABLE ON THE SITE (COLLECTIVELY, THE "SERVICE"). BY USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

DESCRIPTION OF SERVICE; MINIMUM AGE REQUIREMENT
1. 1.1 Description of Service. Demand Studios is Demand Media's production house. We recruit qualified freelance writers, videographers, editors, transcribers, and other skilled individuals, match them with content assignments, and offer them the opportunity to reach a passionate audience of millions and make money for the articles and videos they create or contribute.
2. 1.2 Age Requirement. You must be at least 18 years old to use or enroll in the Service.
MODIFICATIONS TO TERMS
1. 2.1 Procedure. At any time we may change these Terms, which include the Privacy Policy and any other agreement that is incorporated by reference into these Terms. We will notify you of any material change in the Terms by posting notice to the Site for 30 days and, if you have provided us with your email address as part of the contributor application process, sending you an email to your email address of record. Your continued use of the Service 30 days after our notice to you of a change in the Terms means that you have agreed to the amended Terms.
2. 2.2 Your Obligation to Stay Current. It is critical that you keep your email and other contact information correct and updated at all times. In addition, we strongly encourage you to check back regularly to review these Terms at least once every 30 days.
CONTENT; MODIFICATIONS TO SERVICE
1. 3.1 Content Protected by Intellectual Property Rights For purposes of these Terms, "Content" means applications, software, text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and works of authorship. Any Content available through the Service ("Service Content") is protected by the intellectual property rights of Demand Studios or its licensors. For clarity, this includes any titles, projects, ideas or assignments that are listed on the Site.
2. 3.2 Modifications. We reserve the right to modify or discontinue, and restrict or block access to, the Service without notice to you.
APPLICATION PROCESS; SUBMISSIONS
1. 4.1 Application Process. The Service enables you to submit an application to be a contributor to Demand Studios ("Application"). You may apply by sending us your application materials, including your resume and biographical information ("Application Materials"), and your work samples ("Work Samples"). Except as otherwise provided in these Terms, we will only use your Application Materials and Work Samples to evaluate your Application, to protect our rights and the rights of third parties, and to operate Demand Studios' business. Once you submit your Application to Demand Studios, our editorial staff will endeavor to review your Application Materials and Work Samples. If we determine that you are qualified and have an appropriate assignment for you ("Assignment"), we will notify you of the Assignment(s) that are available. If we accept your Application to write for us, we are entitled to use your biographical information as described in the Contributors Agreement. You represent, warrant, and agree that:
  1. (a) your Work Samples were created solely by you, do not include confidential information, you have all necessary rights to submit them to us, and they do not and will not infringe or violate any third party rights; and
  2. (b) your Application Materials are true and not misleading in any respect.
2. 4.2 Assignments. If you have been accepted by our editorial staff, any Assignment you perform for us will be governed by our Contributors Agreement and, if applicable, any separate documentation executed by both you and us.
3. 4.3 User Ideas. When you submit ideas, suggestions, or proposals (collectively, "Ideas") to Demand Studios, you represent, warrant, and agree that:
  1. (a) your Ideas do not include confidential or proprietary information, you have all necessary rights to submit them to us and that they do not and will not infringe or violate any third party rights of any kind;
  2. (b) if we so choose, we may use and disclose your Ideas in any way; and
  3. (c) we have no obligation to pay or reimburse you for your Ideas or our use of your Ideas. You also acknowledge that
    1. (i) Demand Studios may have already created, or be in the process of creating, content that may be substantially similar to your Ideas or Work Samples at the time you submit those ideas or samples to us, and
    2. (ii) elements of your Ideas and Work Samples may not be subject to protection under copyright law.
PROHIBITED CONDUCT
1. You must not do, or attempt to do, any of the following, as reasonably determined by Demand Studios, subject to applicable law:
  1. (a) access or use the Service in any way that is not in compliance with any applicable local, state, national or international law (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful, or in violation of these Terms;
  2. (b) access, tamper with, "hack", or use services or areas of the Service that you are not authorized to access;
  3. (c) use any robot, spider, scraper or other automated means or interface not provided by us to access the Service or extract data or gather or use information available from the Service;
  4. (d) frame any part of the Service or otherwise make it look like you have a relationship to us or that we have endorsed you or your Content for any purpose except as expressly permitted in writing by us;
  5. (e) impersonate or misrepresent your affiliation with any person or entity;
  6. (f) reverse engineer any licensed software, application or any other aspect of the Service or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Service;
  7. (g) send to or otherwise impact us or the Service (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware," "adware" or other code that could adversely impact the Service or any recipient; or
  8. (h) take any action which might impose a significant burden (as determined by us) on the Service's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Service.
  9. (i) use, appropriate, borrow, steal, contribute, or the like, any Service Content (including, without limitation, any titles, assignments, or projects), or any derivations of Service Content, outside the Site or on any other website or service.
PROTECTION OF CONTENT
1. 6.1 Limited License by Demand Studios to You. You must respect the intellectual property laws protecting our Service. We grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights Demand Studios has in the Service Content, to privately display and perform the Service Content on your computer.
2. 6.2 Reservation of Rights. On its own behalf and the behalf of its licensors, Demand Studios reserves all rights in the Service Content not expressly granted in this Section 6. Except as expressly stated in this Section 6, you may not reproduce, distribute, modify, publicly perform or display, or prepare derivative works of any Service Content, without prior written consent from Demand Studios or other third-party owner of the rights in that Service Content (if any). Demand Studios, its affiliates and licensors own all right, title and interest in and to the Service and the Service Content.
PRIVACY POLICY
1. Please see our Privacy Policy. Our Privacy Policy is part of and incorporated into these Terms. We reserve the right to contact you about these Terms or any Content or activities relating to the Service.
TERMINATION OR CANCELLATION
1. 8.1 Right to Terminate. Notwithstanding anything in these Terms to the contrary, we may, at any time, without notice to you, terminate your access to the Service or block your access to the Service if we believe in our sole discretion that you may have violated these Terms or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of Demand Studios, our users, or any other person.
2. 8.2 Notice of Termination. If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records.
3. 8.3 Effect of Termination. Upon termination of the Service, these Terms will also terminate between you and Demand Studios, except that the following provisions survive the termination: Section 10 "Indemnification," Section 11 "Disclaimer of Warranties," Section 12 "Exclusion of Damages; Limitation of Liability," and Section 15 "Additional Terms" and the Privacy Policy.
DEALINGS WITH MERCHANTS; LINKS
1. 9.1 Advertisements and Links. The Service may contain advertisements, offers, or other links to websites of third parties that we do not control. Advertisements and other information provided by third parties may not be wholly accurate. We are not responsible or liable for (i) the availability or accuracy of such sites or advertisements; or (ii) the content, products or services available from such sites. The inclusion of any link on the Service does not imply that we endorse the linked site. You use the links at your own risk. Demand Studios' Privacy Policy is applicable only when you are on our Site. Once you link to another website, its privacy statement applies to any personal information you supply.
2. 9.2 Transactions with Third Parties. Your transactions and other dealings with third party merchants or advertisers that are found on or through the Service, including "click to purchase," "co-registration," and other similar programs, including payment and delivery of related goods or services, are solely between you and such merchant or advertiser.
INDEMNIFICATION
1. You agree to hold Demand Studios and Demand Media, and their subsidiaries, affiliates (for example, those listed at www.demandmedia.com), officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns (collectively, the "Indemnified Persons"), harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including reasonable attorneys' fees and expenses, relating to any claim arising out of or related to:
  1. (i) your access to and use of the Service; and
  2. (ii) your violation of these Terms, and any applicable law or the rights of another person.
DISCLAIMER OF WARRANTIES
1. DEMAND STUDIOS PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION OR CONTENT INCLUDED IN THE SERVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE URGE YOU TO KEEP BACKUP COPIES OF YOUR PERSONAL CONTENT, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SERVICE. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES.
EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY
1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE INDEMNIFIED PERSONS ARE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, STATUTORY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY.
AGREEMENT TO ARBITRATE
1. ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN SANTA MONICA, CALIFORNIA, IN A PROCEEDING ADMINISTERED BY JAMS PURSUANT TO ITS STREAMLINED RULES AND PROCEDURES.
NOTICES AND CONTACT INFORMATION
1. Except as otherwise provided in these Terms, we will give you any notices by posting them on the Site. You also authorize us to send notices (including notice of subpoenas or other legal process, if any) via electronic mail to the email address that we have on record for you. You must check the Site for notices, and you will be considered to have received a notice when it is made available to you by posting on the Site or when sent by us via electronic mail, whether or not received by you. We may provide notice to any email or other address that you provide to us. You must keep your address current and any notice sent by us to the address that you have most recently provided is effective notice. You must send us any legal notice by mailing it to our address for Legal Notices which is: Demand Media, Inc., Legal Department, 15801 NE 24th Street, Bellevue, WA 98008, U.S.A . If you believe that any Service Content infringes on your intellectual property rights, please send us an email at copyright@demandmedia.com.
CALIFORNIA LAW; ONE YEAR TO BRING CLAIMS; ADDITIONAL TERMS
1. 15.1 Agreement to Conduct Transactions Electronically. All of your transactions with or through the Service may, at our option, be conducted electronically from start to finish. If we decide to proceed non-electronically, those services will still be governed by the remainder of these Terms unless you enter into different terms on a form provided by us. If the law allows you to withdraw this consent or if we are ever required to deal with you non-electronically, we reserve the right to charge or increase fees and you agree to print or make an electronic copy of the Terms and any other contract or disclosure that we are required to provide to you.
2. 15.2 Compliance with Laws. You are responsible for compliance with applicable local laws. Access to the Service and/or Service Content by certain persons or in certain countries may not be legal.
3. 15.3 No Agency; No Third Party Beneficiary. These Terms do not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship. Except for the Indemnified Persons, there are no third party beneficiaries of these Terms.
4. 15.4 Severance. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full effect, provided that the allocation of risks described in these Terms is given effect to the fullest extent possible.
5. 15.5 Assignment. These Terms are personal to you and you may not transfer, assign or delegate them to anyone without our express written permission. Any attempt by you to assign, transfer or delegate these Terms without our express written permission will be null and void. We have the right to transfer, assign and delegate these Terms to one or more third parties without your permission.
6. 15.6 Jurisdiction; Choice of Law; Export Limitations. This Service is controlled by us from our offices in the United States of America and is directed to U.S. users. If you access the Service from locations outside the U.S., you do so at your own risk and you are responsible for compliance with applicable local laws. You may not use or export anything from the Service in violation of U.S. export laws and regulations or the Terms. These Terms and all performances and claims of every nature between us are governed by the laws of the State of California, U.S.A., without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction.
7. 15.7 Limitations on Actions. Any action concerning any dispute with respect to the Service must be commenced within one year after the cause of the dispute arises, or the cause of action is barred. This applies to any arbitration pursuant to Section 13.
8. 15.8 Interpretation. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect. As used in these Terms, the words "include" and "including" are meant to be illustrative and not exhaustive.
9. 15.9 Entire Agreement. These Terms (including terms incorporated into them, e.g., the Privacy Policy ) and any policies and guidelines posted to the Service by Demand Studios comprise the entire agreement (the "Entire Agreement") between you and Demand Studios with respect to the use of the Service and supersede all contemporaneous and prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.
10. 15.10 No Waiver. The failure of any party to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or that party's right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.

Further Information

If you have a complaint, you may contact us at Demand Media, Inc. Legal Department , 15801 NE 24th Street, Bellevue, WA 98008, U.S.A . If you are a California resident, the Complaint Assistance Unit of the Division of Consumer Services of the Dept. of Consumer Affairs may be contacted at 400 R Street, Sacramento, CA 95814 or (800) 952-5210.

Legal Notices

NOTICE OF AVAILABILITY OF FILTERING SOFTWARE

All users are hereby informed by the provider of this interactive computer service that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at http://www.ntia.doc.gov/ntiahome/ntiageneral/cipa2003/index.html (Children's Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies).

NOTICE: NO HARVESTING OR DICTIONARY ATTACKS ALLOWED

YOU MAY VIOLATE FEDERAL LAW IF YOU: (1) INITIATE THE TRANSMISSION TO DEMAND STUDIO COMPUTERS OR DEVICES OF A COMMERCIAL ELECTRONIC MAIL MESSAGE (AS DEFINED IN THE U.S. "CAN-SPAM ACT OF 2003") THAT DOES NOT MEET THE MESSAGE TRANSMISSION REQUIREMENTS OF THAT ACT; OR (2) ASSIST IN THE ORIGINATION OF SUCH MESSAGES THROUGH THE PROVISION OR SELECTION OF ADDRESSES TO WHICH THE MESSAGES WILL BE TRANSMITTED.

NOTICE RE TRADEMARKS

The trademarks Demand Studios, Demand, Demand Media and all other trademarks listed below or used in the Service are owned or used under license by Demand Studios and its affiliated organizations. The names of third parties and their products mentioned may be their trademarks. You may not use any of the above or other trademarks displayed on the Service or in any Service Content. All rights are reserved.